“O” No!

October 6, 2009

Pershing Square Capital Management, L.P.

Disclaimer
The analyses and conclusions of Pershing Square Capital Management, L.P. ("Pershing Square") contained in this presentation are based on publicly available information. Pershing Square recognizes that there may be confidential information in the possession of the companies discussed in the presentation that could lead these companies to disagree with Pershing Square’s conclusions. This presentation and the information contained herein is not a recommendation or solicitation to buy or sell any securities. The analyses provided may include certain statements, estimates and projections prepared with respect to, among other things, the historical and anticipated operating performance of the companies, access to capital markets and the values of assets and liabilities. Such statements, estimates, and projections reflect various assumptions by Pershing Square concerning anticipated results that are inherently subject to significant economic, competitive, and other uncertainties and contingencies and have been included solely for illustrative purposes. No representations, express or implied, are made as to the accuracy or completeness of such statements, estimates or projections or with respect to any other materials herein. Actual results may vary materially from the estimates and projected results contained herein. Funds managed by Pershing Square and its affiliates own investments in real estate investment trust including long investments (e.g., General Growth Properties, Inc.) as well as short investments (e.g., Realty Income Corporation). With respect to short investments, such investments may include, without limitation, credit-default swaps, equity put options and short sales of common stock. Pershing Square manages funds that are in the business of trading - buying and selling – securities and financial instruments. It is possible that there will be developments in the future that cause Pershing Square to change its position regarding the companies discussed in this presentation. Pershing Square may buy, sell, cover or otherwise change the form of its investment regarding such companies for any or no reason. Pershing Square hereby disclaims any duty to provide any updates or changes to the analyses contained here including, without limitation, the manner or type of any Pershing Square investment.
1

We Are Short Realty Income
 Realty Income (“O”) is a Triple-Net-Lease REIT
 Owns standalone retail properties which it triple-net-

Ticker: “O” Stock price: $25 (1)

leases to middle-market retailers
 Provides sale / leaseback financing to below

investment grade and unrated businesses

 Capitalization:
 Enterprise value: $4.3 billion  Equity market value: $2.7 billion  Total Debt (and preferred) / Enterprise value: ~40%

 Recent valuation multiples:
1) Based on a five-day average price of $25.34 for the period 9/28/09 – 10/2/09. 2) Cap rate based on 2009E Cash NOI of $316mm.

 ‘09E Cap rate: 7.3%

(2)

 Annualized current dividend yield: 6.8%
2

Realty Income: Business Review
 Owns 2,338 predominantly free-standing retail properties
 Single-tenant, typically specialty-use properties  19mm rentable sq ft in total  Average rentable space per property is ~8,100 sq ft  Lease term typically 15 - 20 years  Top 15 tenants account for ~53% of rental revenues

 Tenants:
 Typically leased to regional or local retailers  Many large tenants have junk credit ratings  Many smaller tenants are unrated and compete in struggling sectors of the

retail industry  Average remaining lease term is ~11.6 years  Occupancy rate is currently very high at 97%
 We believe a decline in occupancy is likely as tenant quality deteriorates…
Source: 6/30/09 10-Q. 3

Realty Income: Specialty-Use Properties
Below are properties listed on Realty Income’s website (www.realtyincome.com) as for sale

Spring Hill, FL Former Day Care Center 5,371 sq ft

Wichita, KS Former Restaurant 3,129 sq ft

Richmond, IN Former Audio / Video Store 6,449 sq ft

Hurst, TX Former Video Rental Store 7,366 sq ft

Tucker, GA Former Auto Repair Shop 24,132 sq ft
4

Alexandria, LA Former Mexican Restaurant 5,858 sq ft

Capitalization and Trading Multiples
Realty Income trades at a 2009E Cap Rate of 7.3%, an AFFO multiple of 14.4x, and a dividend yield of approximately 6.8%, implying a valuation of $227 / rentable sq ft
Capitalization
$ in mm except per share and sq ft data

Trading Multiples
$25 105 $2,668 $1,645 4,313 19 $227

Recent share price Fully diluted shares Market Value of Equity Net Debt and Preferred Enterprise Value Rentable Square Feet (mm) Enterprise Value / Sq Ft
(1)

Cash NOI Cap Rate EV / EBITDA

(2)

2009E 7.3% 14.6x 14.1x 7.1% 14.4x 6.9% 6.8%

Price / Recurring FFO Yield Price / Recurring AFFO (3) Yield Dividend yield (4)

1) Based on the treasury stock method using all options outstanding. Includes all unvested restricted stock. 2) 2009E Cash NOI ($316mm) is based on estimates for recurring NOI adjusted for straight line rents. 3) Recurring AFFO = Estimated recurring net income + D&A –recurring capital expenditures – straight line rent adjustment. 4) 2009E dividend yield annualized for current monthly dividend.
5

The “Monthly Dividend Company”
Realty Income pays a dividend every month. It aggressively markets itself to retail investors as the “Monthly Dividend Company.”

6

Realty Income’s stated business purpose is to maintain and grow its monthly dividend…

7

The First 9 Pages of the Annual Report…
Cover Page 2 Page 3

8

First 9 Pages of the Annual Report (Cont’d)…
Page 4 Page 5 Page 6

9

First 9 Pages of the Annual Report (Cont’d)…
Page 7 Page 8 Page 9

10

Short Thesis: Investment Highlights

Short Thesis: Investment Highlights

Poor tenant quality
 High concentration of discretionary retail tenants (casual dining restaurants,

movie theaters, day care centers, etc…)
 Junk or unrated credits, many with bankruptcy potential

Properties often have limited alternative use and high re-leasing risk
 Unlike prime shopping center locations, Realty Income’s standalone locations

generally lack anchor tenants to drive traffic and assist in re-leasing

O’s profitability is levered to occupancy
 We believe the current 97% occupancy rate will decline due to tenant

deterioration
 Realty Income is responsible for all expenses (taxes, insurance) and capital

expenditures associated with a vacant property until it is re-leased
 A decrease in occupancy could materially impact NOI
12

Investment Highlights (cont’d)

  

Balance sheet assets doubled from 1/1/05 – 12/31/07
 O was a leveraged lender to private equity during the real estate and credit

bubbles

Dividend coverage is minimal
 If O misses its dividend, the Company’s reason for being is in question

O trades at a substantial–and we believe unjustified–premium to private market valuations
 Asking prices for properties similar to O’s are at a 10%-11% cap rate  We don’t believe that O shareholders are being paid appropriately for tenant risk

 

We believe that the “monthly dividend” marketing tactic has created demand for O stock from retail investors who may not value the company appropriately At a 9.5% Cap Rate and a 7.5% decline in NOI, Realty Income would have a stock price of ~$14 (down ~46%)
13

Tenants: O Does Not Disclose Its Tenants
 Unlike many other REITs, Realty Income does not disclose its tenants
 Simon Property Group, for example, discloses tenants representing as little

as 0.2% of its minimum rental income

 Limited transparency as to:
 Names of tenants  Credit of tenants  Average credit rating of total tenant pool  Individual tenant contribution to revenue

Analysts and investors have asked for more tenant disclosure, but the Company has refused QUESTION: Why? ANSWER: We believe that O’s tenant quality is poor and the company is concerned about the impact of transparency on its stock price
14

Tenants: O Does Not Disclose Its Tenants
Q1 2009 Earnings Call Q2 2009 Earnings Call

Analyst: “I was just wondering if the RV dealer, Camping World, that's at that 1.2 times, 1.22 times [EBITDAR-to-rent coverage] at the low end, if they're one of the ones that only discloses annually? I was just surprised to see that that 1.22 didn't move.” Company Representative: “Right. We do not discuss the individual business of tenants, so I wouldn't comment to that.” Analyst: “Okay.” Company Representative: “And we never referred to them as that tenant.”
15

Analyst: “The other thing is Rite Aid announced that they're seeking rent relief on 500 stores earlier this quarter -- or I guess in the second quarter. Of the 24 Rite Aids that are in your portfolio, do you have any exposure? I mean it's obviously not their whole -- their entire store base. It's just a fraction of their system. I'm just wondering if you have any exposure to that.” Company Representative: “Yes, it's not our policy to comment on our individual tenants and what they're doing. We could sit here all day. We have 118 tenants. And a lot of times on these calls, people get mentioned who aren't our tenants, so that's the policy we'll maintain.”

Tenants: Discretionary Consumer Risk
Realty Income Tenant Industries
Restaurants Convenience stores Theaters Child care Automotive tire services Health and fitness Automotive service Drug stores Motor vehicle dealerships Sporting goods Home improvement Other Total
Source: 6/30/09 10-Q

As of 6/30/09
21% 17% 9% 8% 7% 6% 5% 4% 3% 2% 2% 16% 100%
16

Although Realty Income does not disclose its tenants, it provides tenant industry information

The vast majority of its tenants are discretionary, regional retailers

Nearly 40% are restaurants (predominantly casual dining restaurants) and convenience stores

Largest Tenants Are Poor Credits
We list below some of Realty Income’s largest tenants that we have been able to identify. They are all junk credits with high leverage
Tenant Description Casual dining / steak-buffet restaurants Regional convenience store operator (Southeast US) Day care operator Credit Rating Junk: Caa1
 

Commentary Adj. Debt / EBITDAR: 6.5x (1) Emerged from bankruptcy in 2009 Adj. Debt / EBITDAR: 5.0x (2) Bonds trade at 9.75% yield Adj. Debt/ EBITDAR: 7.4x (3) Morgan Stanley Private Equity LBO Adj. Debt/ EBITDAR: 5.9x (4)

Buffets (owns Ryan’s Grill Buffet Bakery) Pantry

Junk: B+

 

Estimated ~20% of Realty Income’s revenues (6)

La Petite Academy (Learning Care Group)

Junk: B-

 

Kerasotes Showplace Theatres

Movie theatre chain

Junk: B-

Day care operator Knowledge Learning Corp. (Children’s World)

Junk: B1

Adj. Debt/ EBITDAR: 4.7x (5)

Sources for tenants: Compiled using Wall Street Research, O’s filings, O’s website, various press reports and O’s earnings conference calls. 1) Source: Moody’s, April 2009. Based on Moody’s estimates post emergence from bankruptcy. 2) Source: Company filings, LTM ended June 2009. Capitalized operating rents calculated at 8x rent expense. 3) Based on Learning Care Group (parent company) S&P corporate ratings, leverage estimate for LTM ended June 2009. 4) Source: S&P, leverage estimate for LTM ended June 2009. 5) Source: Moody’s, leverage estimate for LTM ended June 2009. 6) Based on Citi sell-side report entitled, “Realty Income Corp (O): Non-Investment Grade Tenant Credit Weakness and Margin Pressure Add Risk,” dated 8/1/08. 17

Other Major Tenants Are Also a Major Concern…
Other major tenants are mostly regional discretionary retailers, including several 2005-2007 vintage LBOs. Some tenants have already filed Chapter 11 and we believe many could be forced to liquidate
Listed in no particular order
Tenant Description Casual dining restaurants
  

Leverage / Commentary Largest Pizza Hut franchisee Adj. Debt / EBITDAR: 5.7x Merrill Lynch PE LBO (2006) Adj. Debt/ EBITDAR: 5.8x

NPC International

Midas Big 10 Tires

Retail automotive services Tire retailer

Filed for Chapter 11 (4/2/09)

Realty Income major tenants(1)

Friendly’s Rite Aid Pier 1 Imports Sports Authority Circle K

Casual dining / ice cream distributor Drug store chain

Sun Capital LBO (2007)

 

Adj. Debt/ EBITDAR: 9.6x Bonds trade between 10 - 13%+ yield LTM EBITDA is negative

Specialty retailer of home furnishings Specialty apparel retailer Convenience store operator

  

Leonard Green LBO (2006) Mezz. Loan implied yield of ~18% O provided $100.5m of saleleaseback financing for Alimentation Couche-Tard acquisition of Circle K

Source for Adj. Debt / EBITDAR: Company filings (capitalized operating rents calculated at 8x rent expense) and recent credit rating agency reports. Sources for tenants: Compiled using Wall Street Research, O filings, O’s website, various press reports and O’s earnings conference calls. 1) We define a major tenant as renting 10 or more Realty Income properties OR involved in a sale/leaseback transaction with O for $30m or greater. 18

If a Tenant Files for Bankruptcy… Tenant bankruptcy filings raise a number of issues:
 Tenants in Chapter 11 could choose to reject their lease(s)  Vacant properties have re-leasing risk, typically require significant capital investment and brokerage commissions, and may be re-leased at materially lower rents  Tenants armed with market and/or bankruptcy leverage will likely seek to renegotiate rents

19

Balance Sheet Doubled from 1/1/05 – 12/31/07
During the peak of the real estate and credit bubbles, Realty Income’s assets more than doubled from $1.4bn to $3.1bn as the company became a financing source for LBOs and corporate M&A
Realty Income Total Assets
$3,500

$3,000

1/1 / Cr 0 5 – 1 ed it B 2/31 ub /07 ble

$3.1 bn

$2,500

Realty Income provided financing for the following LBOs:
Year Financing Amount Transaction LBO Firm

$2,000

2006

$350mm

$1,500

$1.4 bn

$860mm LBO of Ryan’s Restaurants (acquired by Buffets)

CaxtonIseman Capital (owner of Buffets) Sun Capital

$1,000

2007

Undisclosed amount

$500

~$340mm LBO of Friendly’s Sale/LB for 160 Restaurants restaurants

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007
20

2008

Note: Realty Income entered into a sale/leaseback transaction with Friendly’s in October 2007, shortly after the August 2007 LBO of Friendly’s by Sun Capital.

Dividend Coverage is Minimal
Dividend coverage is minimal. Small declines in NOI will stress the company’s ability to maintain its dividend

Minimal room for error

Decline in Recurring 2009E NOI (1) 0.0% Recurring AFFO/share (2) Current annualized dividend Dividend coverage Required Dividend Decrease $1.76 $1.76 $1.71 103% NA -2.5% $1.68 $1.71 98% -2% -5.0% $1.61 $1.71 94% -6% -7.5% $1.53 $1.71 89% -11% -10.0% $1.46 $1.71 85% -15%

1) Calculation of AFFO assumes $21mm of G&A expenses, $3mm of capex and straight line rent adjustments, and $86mm of interest expense. 2) Recurring AFFO = Recurring Net Income + D&A – Cap Ex – straight line rent adjustment. 21

What Could Happen If…?
 Despite having no debt maturities until 2013, Realty Income could face significant problems if its tenants continue to go bankrupt
 Even a small decline in NOI could prevent the company from funding

its current dividend from operating cash flow  Liquidity from O’s current revolver may be at risk if there are sufficient asset writedowns or sufficient reductions in FFO(1) (2)
 Asset writedowns could be caused by tenant bankruptcies and / or declines

in real estate values
 Current cash on hand represents only about 2.5 months of dividends

 O may need to reduce its cash dividend which we expect would adversely impact its stock price
 Many retail shareholders own the stock for its monthly dividend

 We believe that O’s stock price depends on its ability to maintain its monthly dividend
1) Dividends and Other Restricted Payments covenant: Per the Credit Agreement (5/15/08), quarterly dividends and share repurchases may not exceed 95% of FFO plus preferred dividends for each of the trailing four quarters. 2) Minimum Tangible Net Worth covenant: Per the Credit Agreement (5/15/08), we estimate that O must maintain a Tangible Net Worth of ~$1.3bn and that Tangible Net Worth is currently ~$1.6bn (as of 6/30/09) implying that O has an approximate $0.3bn cushion under that credit facility. O’s Net PPE is approximately $2.8bn. 22

O’s Business Model and its Stock Price
We believe that Realty Income’s ability to grow its dividend is a function of several factors including:
1. Performance and creditworthiness of its existing tenant portfolio 2. Ability to issue equity at a valuation materially higher than private market values

We believe that if Realty Income’s stock price were to decline meaningfully, its business model could be in jeopardy

23

Equity Offerings: “Ceiling on Valuation”
Since 2005, Realty Income has issued equity to the public five times at an average price of $25 and at ranges from $23.79 - $26.82

Average price of equity offerings: $25.15

Denotes equity offering

Given O’s recent stock price of ~$25, we would not be surprised if Realty Income issues equity soon, based on this history
24

Properties Offered for Sale at a 11% Cap Rate
Current asking prices for some Ryan’s restaurants (one of O’s largest tenants) is an 11% cap rate. In comparison, Realty Income trades at a 7.3% cap rate
Tenant Ryan’s Grill Buffet Bakery Location Indianapolis, IN Sq Ft 9,601 Price / SqFt $178 Cap Rate 11%

Ryan’s Grill Buffet Bakery

Millington, TN

9,752

$176

11%

Ryan’s Grill Buffet Bakery

Springfield, MO

11,557

$148

11%

Ryan’s Grill Buffet Bakery

Simpsonville, SC

10,607

$161

11%

Ryan’s Grill Buffet Bakery

Gastonia, NC

10,164

$169

11%

Ryan’s Grill Buffet Bakery

Oak Ridge, TN

10,403

$165

11%

Ryan’s Grill Buffet Bakery

Seymour, IN

12,331

$139

11%

Ryan’s Grill Buffet Bakery

Foley, AL

10,996

$156

11%

Ryan’s Grill Buffet Bakery

Gardendale, AL

11,066

$155

11%

Source: All listings with Colliers International.

25

Unwarranted Premium to Private Market Value
Knowledge Learning Corp., a large tenant of O’s, lists properties for sale on its website at $115/sq ft, on average. In comparison, Realty Income trades at $227/sq ft, a 97% premium
City
Waterford Decatur Jonesboro Snellville Beverly Hattiesburg Glassboro Lawrenceville Desoto Garland Houston Sterling Kennewick West Allis Temecula Farmington Hills Indianapolis Sugarland Lebanon

State
CT GA GA GA MA MS NJ NJ TX TX TX VA WA WI CA MI IN TX PA

Bldg Size(sq ft)
6,054 6,400 4,631 6,365 4,335 4,625 4,982 4,739 14,588 8,724 7,380 5,130 7,243 4,860 6,206 8,880 9,166 6,182 6,312

Land Size
1 Acre 48,351 39,204 1.3 Acres 23,990 22,000 105,850 96,703 61,021 56,327 20,892 0.75 Acres 31,947 0.25 Acres 34,788 71,743 58,065 33,149 23,225

Listing Price
$299,000 $700,000 $440,000 $650,000 $460,000 $500,000 $990,000 $990,000 $850,000 $925,000 $500,000 $995,000 $1,200,000 $250,000 $870,000 $735,000 $900,000 $925,000 $600,000

Price/ Bldg Sq Ft
$49 $109 $95 $102 $106 $108 $199 $209 $58 $106 $68 $194 $166 $51 $140 $83 $98 $150 $95

Not one property is offered for sale at or above O’s valuation

Avg Listing Price / Sq Ft Realty Income Valuation Enterprise Value / Sq Ft Premium
26

$115 $227 97%

Source: www.knowledgelearning.com/xls/Real-Estate-Listings.xls

Management’s View on Private Market Valuations
“In talking about cap rates -- I mentioned this last quarter, but I think it really is worthwhile saying -- and that is if you look back on the 40 years that we've been doing this and kind of follow cap rates, from 2005 to 2008, we were buying kind of in the 8.4% to 8.7% cap rate range, and in those years bought about $1.5 billion worth of property. And I'd probably estimate that we were 75 to 100 basis points in cap rate above where the one-off market was, which was really a function of buying in bulk and you get a better price and a better cap rate.” “From 2003 to 2004, the caps were around 9.5, and if you go back to when we went public in '94 and take it to 2003, I went back and looked, and the cap rates from during that period were always between 10 and 11. And then going back and looking at transactions going all the way back before '94, cap rates were pretty much always up 11% or so.” “So I really think that kind of the 7 and 8 caps that you saw at retail and even some of the 9 caps on the institutional transaction, like a lot of assets in many different areas, were a function of the abundant and cheap financing that was out there, and it shouldn't be too surprising to see cap rates moving up again.”
--Tom Lewis, Realty Income, CEO Q2 2009 Conference Call
27

If private market cap rates today for Realty Income-type properties are between 10% - 11%, then why should Realty Income trade at a 7.3% cap rate?

Why is a ~40% premium to NAV justified?

28

RE Index Versus Realty Income Since 1/1/2008
Despite its tenant exposure, Realty income has outperformed the U.S. real estate index (1) by ~35% since January 1, 2008

1) As measured by iShares Dow Jones Real Estate Index Fund 29

Insider Ownership and Selling
Realty Income does not foster an ownership culture
 Despite restricted stock grants, insiders own less than 1.5% of the company  The top three executives (CEO, COO, CFO) own less than 1% of the company despite having an average tenure at the company of 18 years
 CEO, COO and CFO have not made an open market stock

purchase in over six years

Material insider selling
 On August 3, 2009, CEO Tom Lewis sold ~20% of his holdings at $23.69, below today’s stock price
 On the same day, COO Gary Malino sold ~9% of his holdings
30

Insider Ownership and Selling
Are Insiders and Shareholders playing on an even field?  Why should Management be permitted to sell stock knowing the identity of all tenants and their creditworthiness while shareholders are kept in the dark?  We believe that the SEC should immediately require Realty Income to disclose to all shareholders a list of its tenants and financial information sufficient to assess their creditworthiness  We believe that there is no competitive or other business reason why Realty Income should not be required to do so

31

“Short” Sensitivity Analysis
Stock price at various cap rates and decline rates in 2009E Cash NOI

Assuming 2009E recurring Cash NOI of $316mm, if NOI drops only 5% to 10% and O’s cap rate increases to 9.5% to 10.5%, Realty Income’s stock price could decline ~43% to ~60% from recent prices

$17.93 8.5% 9.0% 9.5% 10.0% 10.5% 11.0%

Decline in 2009E Cash NOI -2.5% -5.0% -7.5% -10.0% $19 $18 $17 $16 $17 $16 $15 $14 $15 $14 $14 $13 $14 $13 $12 $11 $12 $12 $11 $10 $11 $10 $10 $9

-12.5% $15 $14 $12 $11 $9 $8

Stock price return (from $25) at various cap rates and decline rates in 2009E Cash NOI
Decline in 2009E Cash NOI -5.0% -7.5% -10.0% -29% -33% -36% -37% -40% -43% -43% -46% -49% -49% -52% -55% -54% -57% -60% -59% -62% -65%

Cap rate

8.5% 9.0% 9.5% 10.0% 10.5% 11.0%
32

-2.5% -26% -33% -40% -46% -52% -57%

-12.5% -40% -46% -53% -58% -63% -67%

Cap rate

How is Management Compensated?
 Management is compensated with restricted stock, no options are granted
 In 2001, Realty Income discontinued the practice of granting stock options in favor

of only granting stock awards
 O’s 2008 10-K: “We believe that stock awards are a more appropriate incentive

to our executive officers given the focus of our business on monthly dividends”

 Vesting program for restricted stock is highly unusual
 Based on age rather than years of service  New program approved in August 2008
Employee Age at Grant Date 55 and below 56 57 58 59 60 and above Vesting period 5 years 4 years 3 years 2 years 1 year Immediate

Executive
Thomas A. Lewis Gary M. Malino Paul M. Meurer Michael R. Pfeiffer Richard G. Collins Robert J. Israel Laura S. King Michael K. Press
33

Title
CEO, Vice Chairman COO CFO General Counsel EVP, Portfolio Management SVP, Research SVP, Assistant GC SVP, Head of Acquisitions

Age
56 51 43 48 60 49 47 35

Conclusion
 We believe that Realty Income’s current shareholders are not being sufficiently compensated for the company’s tenant risk
 Shareholders and investors should demand transparency from O’s management

regarding its tenants  If tenant deterioration continues…
 Realty Income’s cash flow may not be sufficient to pay its current dividend

 We believe that the SEC should require Reality Income to disclose its tenants because without this information it is nearly impossible to value the company and its associated risks  At $25 and a 7.3% cap rate, we believe there is little downside to the short
 ~40% premium to current private market valuations  Company has historically issued stock at these levels  “Ceiling on valuation”

34

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